Pattern Conference Template

PATTERN CONFERENCE TEMPLATE

This Pattern Conference Agreement (the Agreement) is entered into as of by and between:

WHEREAS

WHEREAS, Party A is engaged in the design, development and refinement of textile pattern assets, processes and specifications described as (the Patterns);

WHEREAS, Party B desires to participate in or host a pattern conference to review, coordinate and finalize technical specifications, production tolerances and delivery timelines relating to the Patterns; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the conference, payment, confidentiality and the handling of resulting work products in this Agreement.

CONFERENCE DETAILS

Conference Date:    Start Time:    End Time:

SCOPE OF WORK

The parties agree that the conference shall address, at minimum, the items set forth in the Scope of Work below. Party A shall prepare any required technical drawings, color separations, shrinkage tests and dimensioned specifications identified below.

PAYMENT TERMS

Party B shall pay Party A for services performed in connection with the conference according to the following terms.

Late payments shall accrue interest at per month (or the maximum permitted by applicable law, if less). Party B shall also reimburse Party A for reasonable collection costs, including attorneys' fees, for overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on and shall terminate on unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breach remains uncured for thirty (30) days after written notice.

Termination shall not relieve either party of obligations accrued prior to termination, including payment for services performed and reimbursable expenses incurred.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party (Discloser) to the other (Recipient) in connection with the conference, including technical specifications, designs, patterns, processes, samples, pricing, and business plans but excluding information that is or becomes publicly available through no fault of the Recipient, was already known by the Recipient prior to disclosure, or is lawfully obtained from a third party without restriction.

The Recipient shall (i) hold Confidential Information in strict confidence, (ii) use it solely for the purposes of performing under this Agreement and (iii) not disclose it to third parties except to employees, contractors or agents who need to know and who are bound by confidentiality obligations no less protective than those herein. The obligations in this section shall survive termination for a period of years.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Party A retains all right, title and interest in and to pre-existing designs and any Patterns developed prior to this Agreement. Work products created as a direct result of the conference shall be owned by , subject to any licenses specifically granted in writing.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No modification, amendment or waiver shall be effective unless in a writing signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the contact information provided below for each party.

MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable, the remainder shall be enforced to the maximum extent permitted and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets.

Sign Now